17 Mar 2009 09:00
NOTICE OF THE ANNUAL GENERAL MEETING OF TALVIVAARA MINING COMPANY PLC.
The shareholders of TALVIVAARA MINING COMPANY PLC are hereby invited to the annual general meeting of TALVIVAARA MINING COMPANY PLC to be held on 28 April 2009 at 3.00 pm (Finnish time) at the company's offices in Sotkamo, at Lahnasjärventie 73, Tuhkakylä, FIN-88120, Finland. Attendees are invited to arrive for registration from 2.00 p.m. (Finnish time).
THE MATTERS TO BE PROPOSED TO THE MEETING FOR CONSIDERATION
The following matters will be dealt with at the meeting:
1. MATTERS BELONGING TO THE ANNUAL GENERAL MEETING IN ACCORDANCE WITH ARTICLE 13 OF THE ARTICLES OF ASSOCIATION
The Nomination Committee of the Board of Directors proposes that Mr. Edward Haslam, Ms. Eileen Carr and Ms. Saila Miettinen-Lähde who resign by rotation from the Board of Directors pursuant to the Articles of Association be re-elected as Board Members, subject to their consent.
The Remuneration Committee of the Board of Directors proposes that the Board Members' compensation be kept unchanged, whereby the annual compensation would be as follows: Chairman of the Board of Directors EUR 153,000, Deputy Chairman (Senior Independent Director) EUR 64,000, Chairman of the Audit Committee EUR 64,000, other Non-executive Directors and executive directors EUR 48,000.
The Audit Committee of the Board of Directors proposes that authorized public accountants PricewaterhouseCoopers Oy be elected as auditors and that the auditor be reimbursed according to the auditor's approved invoice.
2. PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND ARTICLE 6.2 OF THE ARTICLES OF ASSOCIATION (RESTRICTION ON THE BORROWING POWERS OF THE BOARD OF DIRECTORS)
The Board of Directors proposes that the annual general meeting resolves to amend article 6.2 of the Company's Articles of Association so that the maximum aggregate amount of all monies borrowed and outstanding shall primarily be defined with a formula basing on the capital and reserves of the Company. However, the maximum borrowing powers should under no circumstances be less than for €600 million. Following the amendment, article 6.2 would in its entirety read as follows:
"The Directors shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings (if any) so as to secure (so far, as regards subsidiary undertakings, as by such exercise they can secure) that the aggregate amount for the time being remaining outstanding of all monies borrowed by the Group (which expression in this Article means the Company and its subsidiary undertakings for the time being) and for the time being owing to persons outside the Group shall not at any time, without the previous sanction of a simple majority of votes cast (an "Ordinary Resolution") at the General Meeting, exceed the sum of capital and reserves recorded on the latest adopted balance sheet of the Company multiplied by two, or in the event that the amount so calculated is less than €600 million, a sum of €600 million."
3. PROPOSAL BY THE BOARD OF DIRECTORS REGARDING AUTHORISATION OF THE BOARD OF DIRECTORS TO RESOLVE ON THE REPURCHASE OF THE COMPANY'S OWN SHARES
The Board of Directors proposes that the annual general meeting would resolve on authorizing the Board of Directors to decide on the repurchase, in one or several transactions, of a maximum of 10,000,000 of the Company's own shares. The proposed number of shares corresponds to less than 10 per cent of all the shares in the Company.
Pursuant to the proposal of the Board of Directors, own shares shall be repurchased in proportion other than that of holdings of the shareholders and by using the non-restricted equity. The shares shall be acquired through public trading at the share price prevailing at the time of acquisition.
The shares shall be repurchased in order to develop the capital structure of the Company or to finance or carry out future acquisitions, investments or other arrangements related to the Company's business or as part of the Company's personnel incentive program.
Own shares acquired to the Company may be held, cancelled or conveyed. The shares held by the Company may be conveyed to the Company's shareholders in proportion to their present holding or by waiving the pre-emptive subscription rights of the shareholders, if there is a weighty financial reason for the Company. The consideration paid for the conveyance of the Company's own shares shall be recorded in the invested unrestricted equity fund. The authorization shall also include the right to take the Company's own shares as pledge to secure the potential receivables of the Company.
The Board of Directors shall decide on other matters related to the repurchase and conveyance of the Company's own shares.
The repurchase authorization is proposed to be valid until October 27, 2010.
DIVIDENDS
The Board of Directors has decided to propose that no dividend is paid and that the result of the financial period is entered into the company's profit/loss account.
THE MEETING MATERIALS
The proposals of the Board of Directors and its Committees relating to the agenda of the annual general meeting as well as this notice are available on the Company's website at www.talvivaara.com/agm. The 2008 Annual Report, which includes the Company's annual accounts, the review of the Board of Directors and the auditor's report, is scheduled to be available on the above-mentioned website during week 13. The proposals of the Board of Directors and the Committees as well as the 2008 Annual Report will also be available at the meeting. Copies of these documents will be sent to shareholders upon request.
THE RIGHT TO ATTEND THE MEETING
Only those shareholders who are registered as shareholders of the Company in the company's register of shareholders kept by Euroclear Finland Ltd on Saturday 18 April 2009 will be entitled to attend the annual general meeting (in person or by proxy). As the relevant date is Saturday, the register of shareholders will be produced on the basis of the situation prevailing on the preceding business day, Friday 17 April 2009.
Notice of attendance
A shareholder who wishes to attend the annual general meeting, either in person or by proxy, must give notice of attendance to the Company by 4 p.m. (GMT+2) on Monday 24 April 2009. This can be done to Ms. Outi Kärkkäinen either by e-mail to the address outi.karkkainen@talvivaara.com, by facsimile to the number +358 20 712 9801 or by mail to the Company's address Ahventie 4 B, 5th floor, Espoo, FIN-02170, Finland.
Eventual proxies for representing a shareholder at the meeting should be delivered in original form to the Company at the Company's address given above by 4 p.m. (GMT+2) on 24 April 2009 at the latest.
Temporary entry in the register of shareholders
Crest Depository Interests
A holder of Crest Depository Interests who wishes to attend the annual general meeting in person or by proxy shall notify this to Computershare Investor Services PLC in accordance with the instructions sent by Computershare Investor Services PLC separately to each holder of Crest Depository Interests.
Other shares registered in the name of a nominee
A holder of shares registered in the name of a nominee who intends to use his/her/its right to attend the annual general meeting shall notify this to the custodian in accordance with the instructions given by the custodian.
LANGUAGE OF THE MEETING
The annual general meeting will be held in the Finnish language, but questions can also be presented in the English language.
Espoo, on 17 March 2009
THE BOARD OF DIRECTORS
ENQUIRIES
Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Perä
Saila Miettinen-Lähde
Merlin Tel: +44 207 653 6620
Tom Randell
Anca Spiridon
www.talvivaara.com